| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
ProFrac Holding Corp. [ ACDC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 09/29/2023 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Redeemable Convertible Preferred Stock | $20(1) | 09/29/2023 | P | 30,000 | 09/29/2024 | (2) | Class A Common Stock | 1,500,000(3) | $1,000 | 30,000 | D(4) | ||||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| Explanation of Responses: |
| 1. According to the ProFrac Holding Corp. Certificate of Designation (Exhibit 3.1 to ProFrac Holding Corp's 10/2/23 8k), the Conversion Price "shall initially be $20.00, which may be adjusted from time to time as set forth herein." |
| 2. Issuer's Series A Convertible Preferred Stock has no expiration date as it is not redeemable at the option of the holder and does not automatically convert into common stock on a specified date. |
| 3. The number of shares is determined by multiplying the Conversion Ratio and Number of Derivative Securities Acquired. The Conversio Ratio "is the quotient of (i) the Liquidation Preference as of the date of conversion and (ii) the then applicable Conversion Price." The Liquidation Preference "initially shall equal the original price of $1,000 for each share of Series A Preferred Stock, which amount shall be adjusted as the result of any PIK Accrual and as otherwise set forth." The PIK Accrual is equal to 8% per annum, which is compounded quarterly. As of the date of this filing, the Conversion Ratio is 50 and the Number of Derivative Securities Acquired is 30,000. As such, when multiplied, the number of shares of Class A Common Stock is 1,500,000. |
| 4. THRC Holdings, LP, a Texas limited partnership ("THRC Holdings"), directly holds the securities of the Issuer. THRC Management, LLC, a Texas limited liability company ("THRC Management"), as General Partner of THRC Holdings, has exclusive voting and investment control over the shares of the Issuer's Class A common stock held by THRC Holdings, and therefore may be deemed to beneficially own such shares. Dan Wilks, as sole manager of THRC Management, may be deemed to exercise voting and investment power over the shares of the Issuer's Class A common stock directly owned by THRC Holdings, and therefore may be deemed to beneficially own such shares. Each Reporting Person disclaims beneficial ownership of all equity securities reported herein except to the extent of its respective pecuniary interest therein, and the filing of this Form 4 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any equity securities covered by this Form 4. |
| THRC Holdings, LP, /s/ [Javier Rocha, Attorney-in-Fact] | 10/03/2023 | |
| THRC Management, LLC, /s/ [Javier Rocha, Attorney-in-Fact] | 10/03/2023 | |
| Dan Wilks, /s/ [Javier Rocha, Attorney-in-Fact] | 10/03/2023 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||